Business CFN Document

Business CFN Document

This Business CFN Document (the "Agreement") is entered into as of (the "Effective Date"), by and between the parties identified below.

Parties

Recitals

WHEREAS, Party A is engaged in the business of providing certain services and deliverables as further described herein; and

WHEREAS, Party B desires to engage Party A to perform the services described under this Agreement, and Party A is willing to perform such services pursuant to the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows.

Scope of Work

Party A shall perform the services and deliverables described below in a professional and workmanlike manner in accordance with industry standards. The scope may be adjusted only by written amendment executed by authorized representatives of both parties.

Payment Terms

In consideration for the services and deliverables, Party B shall pay Party A in accordance with the following terms. All amounts are in lawful currency unless otherwise stated. Unless otherwise agreed in writing, invoices are payable in accordance with this section.

All payments not received within the agreed net period shall accrue interest at the Late Payment Fee rate set forth above or the maximum rate permitted by applicable law, whichever is lower. Party B shall also reimburse Party A for reasonable costs of collection, including attorneys' fees, if payment becomes delinquent and collection is necessary.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party that remains uncured after fifteen (15) days' written notice specifying the breach, provided that certain breaches (including nonpayment) may permit shorter cure periods where reasonably necessary.

Confidentiality

For purposes of this Agreement, "Confidential Information" means nonpublic, proprietary, or business-critical information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business and marketing plans, financial information, trade secrets, technical data, and customer lists.

Each receiving party shall: (a) hold the disclosing party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use such Confidential Information solely to perform its obligations under this Agreement. The receiving party shall take reasonable measures to protect Confidential Information from unauthorized disclosure, not less than those it uses to protect its own confidential materials.

Confidential Information shall not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law or a court of competent jurisdiction, provided that the receiving party gives prompt written notice to the disclosing party where legally permitted and cooperates in efforts to limit the disclosure and obtain protective orders.

Upon termination or expiration of this Agreement, the receiving party shall promptly return or destroy all Confidential Information and certify in writing the disposition of such materials upon request. The obligations of confidentiality shall survive termination for a period of three (3) years, except with respect to trade secrets, where protection shall continue for so long as such information qualifies as a trade secret under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of that jurisdiction for disputes arising out of this Agreement.

Entire Agreement; Miscellaneous

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay in enforcing any right shall operate as a waiver.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by notice to the other. Notices shall be deemed given when delivered personally, sent by confirmed courier, or sent by email with confirmation of receipt if followed by a mailed copy.

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